[LETTERHEAD OF CHADBOURNE & PARKE LLP]
May 17, 2007
Ormat Technologies, Inc.
Re: Opinion Letter - Form S-8 for Ormat Technologies, Inc.
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Ladies and Gentlemen:
We have acted as counsel to Ormat Technologies, Inc., a Delaware
Corporation (the "Company"), in connection with the amendment to the Company's
2004 Incentive Compensation Plan (the "Plan"), which increased the number of
shares reserved for issuance pursuant to the Plan by 2,500,000.
We are delivering this opinion in connection with the filing by the Company
of a Registration Statement on Form S-8 (the "Registration Statement")
registering under the Securities Act of 1933, as amended (the "Securities Act"),
such additional shares for issuance under the Plan.
We have examined such documents, records and matters of law as we have
deemed necessary as a basis for the opinion hereinafter expressed, including the
resolutions of Board of Directors of the Company and other corporate proceedings
taken by the Company in connection with the authorization of the shares of
Common Stock to be delivered from time to time pursuant to the Plan. On the
basis of the foregoing, and having regard for legal considerations that we deem
relevant, we are of the opinion that when the Registration Statement becomes
effective under the Securities Act, all additional shares of Common Stock
delivered in accordance with the Plan will, when so delivered, be legally
issued, fully paid and nonassessable.
We express no opinion herein as to any laws other than the Delaware General
Corporation Law (including the applicable provisions of the Delaware
Constitution and the applicable reported judicial decisions related thereto) and
the Federal laws of the United States.
This letter is furnished only to you and is solely for your benefit in
connection with the transactions covered hereby. This letter may not be relied
upon by you for any other purpose, or furnished to, assigned to, quoted to or
relied upon by any other person, firm or entity for any purpose, without our
prior written consent, which may be granted or withheld in our discretion.
Very truly yours,
/s/ Chadbourne & Parke LLP